Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
COX THOMAS
   2. Issuer Name and Ticker or Trading Symbol
MSC INDUSTRIAL DIRECT CO INC [MSM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive VP, Sales
(Last)
(First)
(Middle)
C/O MSC INDUSTRIAL DIRECT CO., INC., 75 MAXESS ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
11/06/2014
(Street)

MELVILLE, NY US 11747		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock, $0.001 par value 11/06/2014   M   5,006 A $ 81.76 14,790 D  
Class A Common Stock, $0.001 par value 11/06/2014   M   15,441 A $ 69.46 30,231 D  
Class A Common Stock, $0.001 par value 11/06/2014   M   20,068 A $ 66.69 50,299 D  
Class A Common Stock, $0.001 par value 11/06/2014   M   9,500 A $ 54.52 59,799 D  
Class A Common Stock, $0.001 par value 11/06/2014   S   45,148 D $ 83.736 (1) 14,651 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Common Stock, $0.001 par value (2) $ 81.76 11/06/2014   M     5,006   (3) 10/22/2020 Class A Common Stock, $0.001 par value 5,006 $ 0 15,020 D  
Class A Common Stock, $0.001 par value (2) $ 69.46 11/06/2014   M     15,441   (4) 10/23/2019 Class A Common Stock, $0.001 par value 15,441 $ 0 15,442 D  
Class A Common Stock, $0.001 par value (2) $ 66.69 11/06/2014   M     20,068   (5) 10/20/2018 Class A Common Stock, $0.001 par value 20,068 $ 0 6,690 D  
Class A Common Stock, $0.001 par value (2) $ 54.52 11/06/2014   M     9,500   (6) 10/18/2017 Class A Common Stock, $0.001 par value 9,500 $ 0 13,243 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
COX THOMAS
C/O MSC INDUSTRIAL DIRECT CO., INC.
75 MAXESS ROAD
MELVILLE, NY US 11747		       Executive VP, Sales  

Signatures

 /s/ Thomas Cox   11/10/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents the sale of 45,148 shares in 50 separate transactions ranging from $83.48 to $83.97 per share resulting in a weighted average sale price per share of $83.7360. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price range.
(2) Represents options to purchase the Issuer's Class A Common Stock, $0.001 par value ("Common Stock").
(3) An option to purchase 20,026 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Incentive Plan. 5,006 shares of Common Stock became exercisable on October 23, 2014 and 15,020 shares of Common Stock become exercisable in accordance with the Separation Agreement dated October 30, 2014.
(4) An option to purchase 30,883 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Equity Plan. 7,720 shares of Common Stock became exercisable on October 24, 2013 and 7,721 shares of Common Stock became exercisable on October 24, 2014. An additional 15,442 shares of Common Stock become exercisable in accordance with the Separation Agreement dated October 30, 2014.
(5) An option to purchase 26,758 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Equity Plan. 6,689 shares of Common Stock became exercisable on each of October 21, 2012 and October 21, 2014, and 6,690 shares of Common Stock became exercisable on October 21, 2013. An additional 6,690 shares of Common Stock become exercisable in accordance with the Separation Agreement dated October 30, 2014.
(6) An option to purchase 32,743 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Equity Plan. 8,185 shares of Common Stock became exercisable on October 19, 2011, and an additional 8,186 shares of Common Stock became exercisable on each of October 19, 2012, October 19, 2013 and October 19, 2014.

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